Other actions have been filed making similar allegations regarding the IPOs of more than 300 other companies. All of these have been coordinated for pretrial purposes as In re Initial Public Offering Securities Litigation, Civil Action No. 21-MC-92.
According to a Press Release dated December 4, 2001, the complaint alleges violations of Sections 11, 12(a)(2) and 15 of the Securities Act of 1933 and Section 10(b) of the Securities Exchange Act of 1934 and Rule 10b-5 promulgated thereunder. On or about November 17, 1999, Finisar commenced an initial public offering of 8,150,000 of its shares of common stock at an offering price of $19 per share (the " IPO"). On or about April 7, 2000, Finisar commenced a secondary offering for the sale of 7,700,000 shares of Finisar common stock for $100 per share. (the "Secondary Offering"). In connection with the IPO and Secondary Offering, Finisar filed registration statements, which incorporated prospectuses (the "Prospectus" and "Secondary Prospectus," respectively, and collectively the "Prospectuses"), with the SEC. The complaint further alleges that the Prospectuses were materially false and misleading because they failed to disclose, among other things, that: (i) Merrill Lynch had solicited and received excessive and undisclosed commissions from certain investors in exchange for which Merrill Lynch allocated to those investors material portions of the restricted number of Finisar shares issued in connection with the IPO; (ii) Merrill Lynch had entered into agreements with customers whereby Merrill Lynch agreed to allocate Finisar shares to those customers in the IPO in exchange for which the customers agreed to purchase additional Finisar shares in the aftermarket at pre-determined prices; and (iii) the Secondary Prospectus failed to disclose the aforementioned practices and the resulting inflation of the price of Finisar common stock which continued throughout the Class Period, including the time of the Secondary Offering.